XLON:FPP ESEF Annual Report
FRAGRANT PROSPERITY HOLDINGS LIMITED (XLON:FPP)
ESEF Annual Report
2025-08-21
For: 2025-03-31
View Original
Added on
September 18, 2026
FRAGRANT PROSPERITY HOLDINGS
LIMITED
ANNUAL REPORT AND ACCOUNTS
For the financial year ended 31 March 2025
Company Number: 1905051
FRAGRANT PROSPERITY HOLDINGS LIMITED
ANNUAL REPORT AND ACCOUNTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
CONTENTS
PAGE
Officers and professional advisors
1
Chairman’s statement
2
Strategic report
3
Directors’ report
6
Independent auditor’s report to members
12
Statement of comprehensive income
16
Statement of financial position
17
Statement of cash flows
18
Statement of changes in equity
19
Notes to the financial statements
20
FRAGRANT PROSPERITY HOLDINGS LIMITED
OFFICERS AND PROFESSIONAL ADVISORS
1
Directors
Simon James Retter
Richard Samuel
Mahesh s/o Pulandaran
Daniel Reshef
Registered Office
Vistra Corporate Services Centre
Wickhams Cay II, Road Town,
Tortola, VG1110
British Virgin Islands
Auditors
RPG Crouch Chapman LLP
40 Gracechurch Street
London
EC3V 0BT
Bankers
OCBC Bank
65 Chulia Street
OCBC Centre
Singapore
049513
Legal advisers to the Company as
to the British Virgin Islands law
Harney Westwood & Riegels Singapore LLP
20 Collyer Quay #21-02
Singapore 049319
Legal advisers to the Company
as to English law
Hill Dickinson LLP
The Broadgate Tower
20 Primrose St
London
EC2A 2EW
FRAGRANT PROSPERITY HOLDINGS LIMITED
CHAIRMAN’S STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
2
I have pleasure in presenting the financial statements of Fragrant Prosperity Holdings Limited (the
“Company” or “FPP”) for the financial year ended 31 March 2025.
The Board continued to review a number of potential acquisition opportunities across the sector but
none of which met the necessary criteria for selection as at the end of the year. It is expected that with
the potential improvement in the market conditions for raising capital and undertaking reverse takeovers
in the UK along with the changes to the UK listing regime recently announced by the FCA that the
Company will have improved prospects for identifying a potential target. The last 2 years have been
difficult across the public capital markets globally, but specifically the UK and with limited cash
available it has been challenging to consummate potential deals. The Company has therefore undertaken
a recapitalisation of the balance sheet and a capital raise post period end to improve the position for
consummating any potential acquisitions.
During the financial year, the Company reported a net loss of £182,934 (2024: £111,877) which
represents ongoing administrative expenses and due diligence costs regarding the identification of
potential targets. As at 31 March 2025, the Company had cash in bank balance of £67,879 (2024:
£109,688).
The Board would provide further updates to shareholders in due course.
Chairman
30 July 2025
FRAGRANT PROSPERITY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
3
Introduction
The Company was incorporated on 28 January 2016 in the British Virgin Islands, as a company limited
by shares under the BVI Business Companies Act, 2004.
The registered office of the Company is at
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin
Islands.
Its issued share capital, consisting of Ordinary Shares, are currently admitted to a Standard Listing on
the Official List in accordance with Chapter 14 of the Listing Rules and to trading on the London Stock
Exchange's main market for listed securities.
On 12 December 2017 the company changed its name from Vale International Group Ltd to Fragrant
Prosperity Holdings Ltd.
Principle activities
The Company’s nature of operations is to act as a special purpose acquisition company.
Principal risks and uncertainties
Currently the principal risks relate to the completion of the Acquisition, and whether, if unsuccessful,
the Company could find sufficient suitable investments to ensure compliance with the requirements of
its continued listing on the standard market.
An explanation of the Company’s financial risk management objectives, policies and strategies is set
out in note 8.
Section 172 Statement
The Directors of the Company act in accordance with a set of general duties. These duties are detailed
in section 172 of the UK Companies Act 2006 which is summarized as follows:
“A director of a company must act in the way he considers, in good faith, would be most likely to
promote the success of the company for the benefit of its stakeholders as a whole, and in doing so
have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with suppliers, customers and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct;
and
(f) the need to act fairly as between stakeholders of the Company”
As part of their induction, all Directors are briefed on their duties and they can access professional
advice on these, either from the Company Secretary or, if they judge it necessary, from an
independent adviser. The Directors fulfil their duties partly through a governance framework that
delegates day-to-day decision-making to employees of the Company and details of this can be found
in our Governance section of the Directors Report.
FRAGRANT PROSPERITY HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
4
The following paragraphs summarise how the Directors fulfil their duties:
Risk Management
The Company is currently undertaking due diligence and working towards executing an acquisition of
a target. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we
face, and that we continue to evolve our approach to risk management.
For details of our principal risks and uncertainties and how we manage our risk environment, please see
page 3.
Our People
Our Company is committed to being a responsible business. Our behaviour is aligned with the
expectations of our people, clients, investors, communities and society as a whole. We must also
ensure we share common values that inform and guide our behaviour so we achieve our goals in the
right way. The only employees are currently the Directors of the company, who strive to adhere to the
highest ethical standards.
Shareholders
The Board is committed to openly engaging with our shareholders, as we recognize the importance of
continuing effective dialogue. It is important to us that shareholders understand our strategy and
objectives, so these must be explained clearly, feedback heard and any issues or questions raised
properly considered. Our board members, especially Simon Retter, holds a series of shareholders
meetings several times a year on the back of financial and operational reporting.
Community and Environment
The Company’s approach is to use our strengths to create positive change for the people and
communities with which we interact. We want to leverage our expertise and enable colleagues to
support the communities around us.
Corporate governance
As a company with a Standard Listing, the Company is not required to comply with the provisions of
the UK Corporate Governance Code. Although the Company does not comply with the UK Corporate
Governance Code, the Company intends to adopt corporate governance procedures as are appropriate
for the size and nature of the Company and the size and composition of the Board. These corporate
governance procedures have been selected with due regard to the provision of the UK Corporate
Governance Code insofar as is appropriate. A description of these procedure is set out below:
• until an Acquisition is made, the Company will not have nominations, remuneration, audit or
risk committees. The Board as a whole will instead review its size, structure and composition,
the scale and structure of the Directors’ fees (taking into account the interests of Shareholders
and the performance of the Company), take responsibility for the appointment of auditors and
payment of their audit fee, monitor and review the integrity of the Company’s financial
statements and take responsibility for any formal announcements on the Company’s financial
performance. Following the Acquisition, the Board intends to put in place nomination,
remuneration, audit and risk committees;
FRAGRANT PROSPERITY HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
5
• the Board has adopted a share dealing code that complies with the requirements of the Market
Abuse Regulations. All persons discharging management responsibilities shall comply with the
share dealing code since the date of Admission; and
• Following the Acquisition and subject to eligibility, the Directors may, in future, seek to
transfer the Company from a Standard Listing to either a Premium Listing or other appropriate
listing venue, based on the track record of the company or business it acquires, subject to
fulfilling the relevant eligibility criteria at the time. However, in addition to or in lieu of a
Premium Listing, the Company may determine to seek a listing on another stock exchange.
Following such a Premium Listing, the Company would comply with the continuing obligations
contained within the Listing Rules and the Disclosure and Transparency Rules in the same
manner as any other company with a Premium Listing.
The Company has not chosen to apply a particular corporate governance code, as the directors consider
that the most widely recognised codes are not appropriate for companies with limited board resources.
The Directors are responsible for internal control in the Company and for reviewing its effectiveness.
Due to the size of the Company, all key decisions are made by the Board in full. The Directors have
reviewed the effectiveness of the Company’s systems during the period under review and consider that
there have been no material losses, contingencies or uncertainties due to the weakness in the controls.
The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the
Model Code by the Directors.
Emissions, Environmental & Social matters
The Company currently is not responsible for any emissions other than indirectly through travel for
undertaking due diligence on target businesses. It is therefore not practical to quantify the total
emissions of the Company. Likewise, as the nature of the Company is an acquisition company, it is the
opinion of the Directors that it has no direct social, community and human rights issues are
environmental matters on which it should disclose information. Presently all of the Directors of the
Company are male, the Directors are actively seeking to balance the board with some female
representation although this would likely occur upon a change in the board composition upon the
completion of an acquisition.
Key Performance Indicators
Given the company has no operating business, the key performance indicators are those set out in the
financial review above, being loss for the year, cash position and net liabilities.
Business Review
During the financial year, the Company reported a net loss of £182,934 (2024: £111,877) which
represents ongoing administrative expenses and due diligence costs regarding the identification of
potential targets. As at 31 March 2025, the Company had cash in bank balance of £67,879 (2024:
£109,688) and net liabilities of £831,674 (2024: £648,740).
Simon Retter
Director
FRAGRANT PROSPERITY HOLDINGS LIMITED
DIRECTORS REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
6
Directors’ report
The Directors present their report together with the audited financial statements, for the financial year
ended 31 March 2025.
Company objective and future developments
The Company was formed to undertake an acquisition of a target company or business. The Company
does not have any specific acquisition under consideration and does not expect to engage in substantive
negotiations with any target company or business in the immediate future. The Directors believe that
their network, and the Company’s cash resources and profile following Admission, mean that the
Company will target an Acquisition where the target company has a value of up to £100 million. The
Company expects that consideration for the Acquisition will primarily be satisfied by issue of new
Shares to a vendor (or vendors), but that some cash may also be payable by the Company. Any funds
not used in connection with the Acquisition will be used for future acquisitions, internal or external
growth and expansion, and working capital in relation to the acquired company or business.
Following completion of the Acquisition, the objective of the Company will be to operate the acquired
business and implement an operating strategy with a view to generating value for its Shareholders
through operational improvements as well as potentially through additional complementary acquisitions
following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the
enlarged group to listing on the Official List and trading on the London Stock Exchange or admission
to another stock exchange.
The Company’s efforts in identifying a prospective target company or business will not be limited to a
particular industry or geographic region. However, given the experience of the Directors, the Company
expects to focus on acquiring a company or business in the technology sector in particular focussing on
technology and/or intellectual property that is used in the financial services industry with either all or a
substantial portion of its operations in Europe or Asia. The Directors’ initial search will focus on
businesses based in or with operations in Hong Kong, Malaysia, or the United Kingdom.
Key events
At the year end the Company had cash of £67,879 and continues to keep administrative costs to a
minimum so that the majority of funds can be dedicated to the review of and potentially investment in,
suitable projects. Post year end the company has raised significant cash to continue its activities, further
details on the cash raised can be found in note 15.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income on page 16. The Directors
do not recommend the payment of a dividend on the ordinary shares.
Directors
The Directors of the Company during the year were:
Mahesh s/o Pulandaran
Simon James Retter
Richard Samuel
FRAGRANT PROSPERITY HOLDINGS LTD
DIRECTORS REPORT (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
7
Daniel Reshef
Director’s interest
Mahesh s/o Pulandaran holds 1 share of the Company
Substantial shareholders
The Company has been notified or is aware of the following interests of 3 per cent or more in its issued
share capital as at 29 July 2025:
Shareholder
Number of Ordinary
Shares
% of
Share Capital
James Brearly Nominees Limited
48,432,503
19.0%
Vidacos Nominees Ltd
38,667,514
15.2%
Hargreaves Lansdown Nominees Limited
34,046,993
13.4%
Interactive Investor Services
24,932,230
9.8%
HSDL Nominees Limited
24,877,390
9.8%
Peel Hunt Partnership Ltd
21,388,746
8.4%
Barclays Direct Investing
19,572,435
7.7%
Capital and returns management
The Directors believe that, following an acquisition, further equity capital raisings may be required by
the Company for working capital purposes as the Company pursues its objectives. The amount of any
such additional equity to be raised, which could be substantial, will depend on the nature of the
acquisition opportunities which arise and the form of consideration the Company uses to make the
acquisition and cannot be determined at this time.
The Company expects that any returns for Shareholders would derive primarily from capital
appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy.
Dividend policy
The Company is primarily seeking to achieve capital growth for its Shareholders.
It is the Board’s intention during the current phase of the Company’s development to retain future
distributable profits from the business, to the extent any are generated. As a holding company, the
Company will be dependent on dividends paid to it by its subsidiaries.
The Board does not anticipate declaring any dividends in the foreseeable future but may recommend
dividends at some future date after the completion of the Acquisition and depending upon the generation
of sustainable profits and the Company’s financial position.
The Board can give no assurance that it will pay any dividends in the future, nor, if a dividend is paid,
what the amount of such dividend will be.
The Company will only pay dividends to the extent that to do so is in accordance with all applicable
laws.
FRAGRANT PROSPERITY HOLDINGS LTD
DIRECTORS REPORT (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
8
Responsibility Statement
The directors are responsible for preparing the annual report and the non-statutory financial statements.
The directors are required to prepare financial statements for the Company in accordance with
International Financial Reporting Standards (IFRS) as adopted by the United Kingdom.
International Accounting Standard 1 requires that financial statements present fairly for each financial
period the Company’s financial position, financial performance and cash flows. This requires the
faithful representation of transactions, other events and conditions in accordance with the definitions
and recognition criteria for the assets, liabilities, income and expenses set out in the International
Accounting Standards Board’s “Framework for the Preparation and Presentation of Financial
Statements”. In virtually all circumstances, a fair representation will be achieved by compliance with
all IFRS as adopted by the United Kingdom. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information; and
- provide additional disclosures when compliance with the specific requirements in IFRS as
adopted by the United Kingdom is insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the Company’s financial position and
financial performance.
The directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time, the financial position of the Company. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The maintenance and integrity of the Fragrant Prosperity Holdings Ltd website
(https://fragrantprosperity.com/) is the responsibility of the Directors; work carried out by the auditors
does not involve the consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred in the accounts since they were initially presented
on the website.
Legislation in the British Virgin Islands governing the preparation and dissemination of the financial
statements and the other information included in annual reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure
and Transparency Rules of the United Kingdom’s Financial Conduct Authority (‘DTR’) and with
International Financial Reporting Standards as adopted by the United Kingdom.
The directors confirm, to the best of their knowledge that:
• the financial statements, prepared in accordance with the relevant financial reporting
framework, give a true and fair view of the assets, liabilities, financial position and profit or
loss of the Company; and
• the Chairman’s Statement and Directors’ Report include a fair review of the development and
performance of the business and the financial position of the Company, together with a
description of the principal risks and uncertainties that it faces.
FRAGRANT PROSPERITY HOLDINGS LTD
DIRECTORS REPORT (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
9
Auditors and disclosure of information
The directors confirm that:
• there is no relevant audit information of which the Company’s non-statutory auditor is unaware;
and
• each Director has taken all the necessary steps he ought to have taken as a Director in order to
make himself aware of any relevant audit information and to establish that the Company’s non-
statutory auditor is aware of that information.
Going Concern
During the year the Company worked hard to keep its administrative costs to a minimum in order to
preserve capital whilst seeking to identify potential targets to acquire. Due to the limited cash balance
as at the period end the Company is in the process of seeking additional funding in order to purse its
strategy of making an acquisition to seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange or admission to another stock exchange.
Any potential additional funding could include the capitalisation of any convertible loan notes or other
debts on the balance sheet.
Following the period end the Company successfully raised £1,000,000 by way of issuing new shares in
the company as well as converting certain convertible loan notes into equity. This positions the group
well to execute its strategy, but given the nature of being a company without any revenue it remains
reliant on its existing cash resources as well as any additional funding secured to finance itself.
Climate risk management
The Board oversees and has ultimate responsibility for the Company’s sustainability initiatives,
disclosures, and reporting. This includes, but is not limited to, climate risks and opportunities. As a shell
company, the Company is exempt from providing the disclosures required by the Taskforce on Climate-
related Financial Disclosures (“TCFD”). However, this section provides an overview of the Company’s
approach to managing the very limited climate risks it currently faces.
The executive management team have day-to-day responsibility for assessing and managing climate-
related risks and opportunities. We are committed to minimising the Company’s impact on the
environment. As it is presently constituted, the Company’s environmental impact is minimal and
climate-related risks and opportunities are extremely limited until it acquires another business. At
present, the Company has no operating investments, and its only employees are the directors. These
employees perform largely information-based roles, and they all work from home as the Company no
longer maintains business premises.
The only environmental impact currently is from business travel, which has been extremely limited in
the past two years and is expected to continue to be lower than previously as a result of the post-
pandemic shift towards virtual tools. The Company’s overall environmental impact is therefore minimal
The Company’s approach is therefore to seek to maintain lean working arrangements, use technology
to minimise business travel and encourage employees to recycle, minimise energy wastage, and do their
part to ensure that the Company acts responsibly. If the Company continues to operate as it is presently
constituted it is therefore difficult to identify any climate related risks in the short, medium or long term
FRAGRANT PROSPERITY HOLDINGS LTD
DIRECTORS REPORT (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
10
that could significantly impact the business. For this reason, the Company does not presently feel it is
appropriate or necessary to apply metrics or targets to assess climate related risks beyond the
Greenhouse gas reporting presented below.
Clearly, the Company does not intend to continue operating in its present form indefinitely, we intend
to make acquisitions that will profoundly change the scale and climate-related risk profile of the
business and the process for identifying and managing them. It is not possible to reach any sensible
conclusions today about which risks the Company may be exposed to in the) future without knowing
what businesses it will acquire.
While it is not possible to know today what climate related risks it will inherent, the Company is
conscious that such risks and opportunities will exist in any potential acquisition and considers that the
most important objective is to ensure these are properly understood in the due diligence phase of any
transaction so appropriate decisions can be taken on risk mitigation tools. The Company’s Board have
concluded that the most appropriate way to address this is to ensure that climate-related risks are
specifically scoped in when undertaking due diligence on acquisition targets.
Greenhouse gas emissions
Considering the non-material environmental impacts of the Company’s business as described in this
report, management takes the view that greenhouse gas emissions are the most important metric to track
and against which future targets may be set. We have compiled our greenhouse gas (“GHG”) emissions
in accordance with the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013
(“SECR”).
Calculations follow the GHG Protocol Corporate Accounting and Reporting Standard (revised edition).
The GHG reporting period aligns with the financial statements and boundaries are defined using the
financial control approach. GHG emissions are broken down into three categories; reporting is required
only on scope 1 and 2: Scope 1 emissions: Direct emissions from sources owned or controlled by the
Company. Scope 2 emissions: Indirect emissions attributable to the Company due to its consumption
of purchased electricity. Scope 3 emissions: Other indirect emissions associated with activities that
support or supply the Company’s operations.
The Company has no Scope 1 emissions. The Company’s Scope 2 and Scope 3 emissions for the year
to 31 March 2025 or the prior period. No further energy and carbon information is disclosed as the
Company is exempt on the grounds of being a low energy user within the meaning of SECR. At the
present time, the Company does not consider it appropriate to set emissions reduction targets,
particularly given the low levels of emissions already achieved.
The Company does not currently hold any investments. When investments are held, the Company will
keep under review whether it would be appropriate to support investee companies in tracking metrics
and setting targets.
FRAGRANT PROSPERITY HOLDINGS LTD
DIRECTORS REPORT (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
11
Events after the reporting date
Events after the reporting date have been disclosed in note 15 to the financial statements.
This responsibility statement was approved by the Board of Directors on 30 July 2025 and is signed on
its behalf by;
Simon Retter
Director
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRAGRANT
PROSPERITY HOLDINGS LTD
12
Opinion
We have audited the financial statements of Fragrant Prosperity Holdings Ltd (the ‘company’) for the
year ended 31 March 2025 which comprise the statement of comprehensive income, the statement of
financial position, the statement of cash flows, the statement of changes in equity and the notes to the
financial statements, including significant accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and UK-adopted international accounting
standards.
In our opinion the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 March 2025, and of its
loss for the year then ended; and
• have been properly prepared in accordance with UK adopted International Financial Reporting
Standards (IFRSs).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor
responsibilities for the audit of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis
of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Company's
ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
In our evaluation of the directors' conclusions, we considered the risks associated with the company's
business model, including effects arising from macro-economic uncertainties and analysed how those
risks might affect the company's resources or ability to continue operations over the period of at least
twelve months from the data when the financial statements are authorised for issue. In accordance with
the above we have nothing to report in these respects.
However, as we cannot predict all future events or conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that were reasonable at the time they were made. The
absence of reference to a material uncertainty in this auditor's report is not a guarantee that the company
will continue in operation.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the directors made subjective judgements, for
example in respect of significant accounting estimates. As in all of our audits, we also addressed the
risk of management override of internal controls, including evaluating whether there was evidence of
bias by the directors that represented a risk of material misstatement due to fraud.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRAGRANT
PROSPERITY HOLDINGS LTD
13
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an
opinion on the financial statements as a whole, taking into account the structure of the group and the
parent company, the accounting processes and controls, and the industry in which they operate.
Key audit matters
Key audit matters are those that, in our professional judgement, were of most significance in our audit
of the Financial Statements of the current year and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit and in evaluating the
effect of misstatements. We consider materiality to be the magnitude by which misstatements, including
omissions could influence the economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality,
we use a lower materiality level, performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we
also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
We consider net assets to be the most significant determinant of the Company’s financial performance
used by the users of the financial statements. We have based materiality on 4% of net assets for the
Company. Overall materiality for the Company was therefore set at £33,300.
Key audit matter
How our work addressed this matter
Management override
Management is typically in a unique position to
perpetrate fraud because of its ability to
manipulate accounting records and prepare
fraudulent financial statements by overriding
controls that otherwise appear to be operating
effectively.
Our audit work included, but was not
restricted to:
• Journals testing, including
completeness of journal review,
reviewing journals posted during and
after the year end for any activity that is
not in line with our knowledge;
• Reviewing management estimations,
judgements and application of
accounting policies for undue bias in the
financial statements;
• Reviewing unadjusted audit differences
for indications of bias of a deliberate
misstatement; and
• Applying professional scepticism in our
audit procedures.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRAGRANT
PROSPERITY HOLDINGS LTD
14
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality
determine our audit scope for the Company. This enables us to form an opinion on the financial
statements. We take into accounts size, risk profile, the organisation of the Company and the internal
control environment when assessing the level of work to be performed.
Based on our assessment of the accounting process, the industry in which the company operates and the
control environment, it was appropriate to undertake an entirely substantive audit approach. Our
substantive audit procedures included testing of total expenditure, total assets, liabilities and equity.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report and the directors’
report.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRAGRANT
PROSPERITY HOLDINGS LTD
15
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the legal and regulatory frameworks within which the
Company operates focusing on those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial statements.
• We identified the greatest risk of material impact on the financial statements from irregularities,
including fraud, to be the override of controls by management. Our audit procedures to respond
to these risks included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting of journals and reviewing accounting
estimates for biases.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters that we are required to address
We were appointed on 3 June 2025 and this is the first year of our engagement as auditors for the
Company.
We confirm that we are independent of the Company and have not provided any prohibited non-audit
services, as defined by the Ethical Standard issued by the Financial Report Council.
Our audit report is consistent with our additional report to the Audit Committee and Board of Directors
explaining the results of our audit.
Use of our report
This report is made solely to the company’s members, as a body. Our audit work has been undertaken
so that we might state to the company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Mohammad Sakib ACA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Statutory Auditors
40 Gracechurch Street
London
EC3V 0BT
Date:
FRAGRANT PROSPERITY HOLDINGS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
16
Year ended 31
March 2025
Year ended 31
March 2024
Notes
£
£
Other operating expenses
(151,321 )
(82,281 )
Interest charge
(31,613 )
(29,596 )
OPERATING LOSS BEFORE TAXATION
(182,934 )
(111,877 )
Income tax expense
3
LOSS FOR THE PERIOD ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY
(182,934 )
(111,877 )
OTHER COMPREHENSIVE INCOME
Other comprehensive income
TOTAL COMPREHENSIVE LOSS FOR THE
PERIOD
(182,934 )
(111,877 )
Basic and diluted loss per share (pence)
5
()
()
The notes to the financial statements form an integral part of these financial statements.
FRAGRANT PROSPERITY HOLDINGS LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
17
The notes to the financial statements form an integral part of these financial statements.
This report was approved by the board and authorised for issue on and signed on its behalf by;
…………………
Simon Retter
Director
30 July 2025
As at
31 March 2025
As at
31 March 2024
Notes
£
£
CURRENT ASSETS
Cash and cash equivalents
Prepayments
TOTAL ASSETS
CURRENT LIABILITIES
Trade Creditors
10
(224,277 )
(158,952 )
Accruals
(133,479 )
(79,279 )
Convertible loan note
10
(567,560 )
(535,947 )
TOTAL LIABILITIES
(925,216 )
(774,178 )
NET ASSETS
(831,674 )
(648,740 )
EQUITY ATTRIBUTABLE TO
EQUITY HOLDERS OF THE
COMPANY
Share capital
Retained earnings
Share based payment reserve
Convertible loan note Reserve
6
(2,375,363 )
(2,217,106 )
TOTAL EQUITY
(831,674 )
(648,740 )
FRAGRANT PROSPERITY HOLDINGS LTD
STATEMENT OF CASHFLOWS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
18
Year ended
31 March 2025
Year ended
31 March 2024
£
£
Loss before tax
(182,934 )
(111,877 )
Interest charge
Share based payment
Cash flow from operating activities
(151,321 )
(82,281 )
Changes in working capital
Movement in other payables
(3,426 )
Movement in prepayments and other debtor
(9,913 )
Net cash outflow from operating activities
(41,809 )
(85,707 )
Issue of equity
Issue costs
Repayment of convertible loan note
Issue of convertible loan note
Net cash flow from financing activities
Net decrease in cash and cash equivalents
(41,809 )
(85,707 )
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
The notes to the financial statements form an integral part of these financial statements.
FRAGRANT PROSPERITY HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
19
Share
capital
Convertible
Loan Note
Reserve
Share Based
Payment
Reserve
Retained
earnings
Total
£
£
£
£
£
As at 31 March 2023
(2,105,229 )
(536,863 )
Issue of equity
Issues of equity costs
Derecognition of
Convertible Loan
Recognition of Convertible
Loan
Loss for the year
(111,877 )
(111,877 )
Share based payment
charge
Total comprehensive loss
for the year
(111,877 )
(111,877 )
As at 31 March 2024
(2,217,106 )
(648,740 )
Issue of equity
Issues of equity costs
Derecognition of
Convertible Loan
Recognition of Convertible
Loan
Loss for the year
(182,934 )
(182,934 )
Cancelation of Share based
payment charge
(24,677 )
Total comprehensive loss
for the year
(24,677 )
(158,257 )
(182,934 )
As at 31 March 2025
(2,375,363 )
(831,674 )
The notes to the financial statements form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
20
1. GENERAL INFORMATION
The Company was incorporated in the British Virgin Islands on 28 January 2016 as an exempted
The Company’s Ordinary shares are currently admitted to a standard listing on the Official List
and to trading on the London Stock Exchange.
On the 12 December 2017 the company changed its name from Vale International Group Ltd to
Fragrant Prosperity Holdings Ltd.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and considers them to be the most
appropriate to the Company’s business activities.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the United Kingdom and IFRIC interpretations applicable to
companies reporting under IFRS. The financial statements have been prepared under the historical
cost convention as modified for financial assets carried at fair value.
The financial information of the Company is presented in British Pound Sterling (“£”) which is
the Company’s functional and presentational currency.
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the Directors have reviewed the Standards
in issue by the International Accounting Standards Board (“IASB”) and IFRIC, which are effective
for accounting periods beginning on or after the stated effective date. In their view, none of these
standards would have a material impact on the financial reporting of the Company.
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
21
Going concern
Until such time as the Company makes a significant investment it will meet its day to day working
capital requirements from its existing cash reserves and by raising new equity finance.
In the year ended 31 March 2025 the Company recorded a loss after tax of £182,934 (2024:
£111,877 ) and a net cash outflow from operating activities of £41,809 (2024: £85,707).
The directors have prepared cash flow forecasts covering a period of at least 12 months from the
date of approval of the financial statements which assume that no significant investment activity
is undertaken unless sufficient funding is in place.
The Company had cash of £67,879 at 31 March 2025 which the directors believe is insufficient to
undertake the required steps to make an investment and fulfil its investment mandate and at the
year end the Company was therefore seeking to raise additional capital to proceed with its strategy.
Post year end the Company agreed the refinancing of certain debts on the balance sheet as well
raising £1,000,000 of new equity to provide working capital in order for the Company strategy to
be executed.
During the year the Company incurred predominantly ongoing administrative costs, as well as
some minor expenditure on legal and other associated costs related to the identification of potential
targets.
As the company has no revenue it is reliant on its existing cash resources to fund any ongoing
expenditure. Should a potential target be identified and significant expenses incurred in the course
of undertaking due diligence then the Company might be in a position that its cash resources are
depleted and any potential deal may or may not complete. Should any potential deal fail and
significant expenses be incurred then the Company might be required to raise additional capital to
continue its strategy.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term investments to be
cash equivalents.
Trade Creditors
Trade creditors (being obligations to pay for goods or services acquired in the ordinary course of
business are recognised when the company becomes party to the contractual provision of the
suppliers invoice and are initially recorded at fair value, which is generally the invoiced amount.
Accruals
Accruals represent liabilities for goods or services received by the Company during the reporting
period for which payment has not yet been made or invoiced by the supplier. Accruals are
recognised when the Company has a present obligation as a result of a past event and are
measured at the best estimate of the amount required to settle the obligation.
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
Prepayments
Prepayments represent payments made by the Company for goods and services that have not yet
been received or consumed at the end of the reporting period. Prepayments are recognised when
the company makes a payment in advance for goods or services and are initially recognised at the
amount paid in advance representing the fair value of consideration given.
Taxation
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from
net profit as reported in the income statement because it excludes items of income or expense that
are taxable or deductible in other periods and it further excludes items that are never taxable or
deductible. The Company’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary timing differences at
the reporting date between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary
differences. Deferred income tax assets are recognised for all deductible temporary differences
carried forward of unused tax credits and unused tax losses to the extent that it is probable that
taxable profits will be available against which the deductible temporary differences and carry-
forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow
all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets
are reassessed at each reporting date and are recognised to the extent that is probable that future
taxable profits will allow the deferred income tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of financial position when
the company becomes a party to the contractual provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,
fair value through other comprehensive income (OCI), and fair value through profit or loss. The
classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them.
The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at initial recognition and re-
evaluates this classification at every reporting date.
As at the reporting date, the Group did not have any financial assets subsequently measured at fair
value.
22
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
Operating segments
The directors are of the opinion that the business of the Company comprises a single activity, that
of an investment company. Consequently, all activities relate to this segment.
Convertible Loan Notes
Initial Recognition
Upon issuance, convertible loan notes are recognised in accordance with IAS 32 and IFRS 9. The
instrument is split into its liability and equity components based on the following approach:
• Liability Component: The fair value of the liability component is determined first by
discounting the contractual stream of future cash flows (interest and principal) at the
market interest rate for a similar debt instrument without the conversion option. This
represents the present value of the issuer’s obligation.
• Equity Component: The equity component, representing the conversion option, is
calculated as the residual amount, i.e., the difference between the total proceeds received
from the issuance of the convertible loan note and the fair value of the liability
component.
Subsequent Measurement
Liability Component: The liability component is subsequently measured at amortised cost using
the effective interest method. Interest expense is recognised in profit or loss based on the
effective interest rate, which reflects the true economic cost of the borrowing.
Equity Component: The equity component is not remeasured after initial recognition, as it
represents the residual value of the conversion option classified as equity.
Derecognition and Conversion
At Maturity (No Conversion): If the conversion option is not exercised, the liability component is
derecognised upon repayment of the principal and accrued interest. Any related transaction costs
or fees are recognized in profit or loss.
Upon Conversion: If the conversion option is exercised, the carrying amount of the liability
component and the equity component are derecognised. The issuance of equity instruments is
recognised in equity (e.g., share capital and share premium) at the carrying amount of the
derecognised components, with no gain or loss recognised on conversion.
Critical accounting estimates and judgements
The preparation of financial statements in compliance with IFRS as adopted for use by the United
Kingdom requires the use of certain critical accounting estimates or judgements. The directors do
not consider there to be any key estimation uncertainty. In respect of critical judgements, the only
key judgement is the adoption of going concern on the basis for preparing the financial statements,
details of which are set out in note 2.
23
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
24
Share based payments
The Company operates equity-settled, share-based compensation plans, under which the entity
receives services from employees as consideration for equity instruments (options) of the
Company. The fair value of employee services received in exchange for the grant of share options
are recognised as an expense. The total expense to be apportioned over the vesting period is
determined by reference to the fair value of the options granted:
• including any market performance conditions;
• excluding the impact of any service and non-market performance vesting
conditions; and
• including the impact of any non-vesting conditions.
Non-market performance and service conditions are included in assumptions about the number of
options that are expected to vest. The total expense is recognised over the vesting period, which is
the period over which all of the specified vesting conditions are to be satisfied. At the end of each
reporting period the Company revises its estimate of the number of options that are expected to
vest.
It recognises the impact of the revision of original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.
When options are exercised, the Company issues new shares. The proceeds received net of any
directly attributable transaction costs are credited to share capital (nominal value) and share
premium.
The fair value of goods or services received in exchange for shares is recognised as an expense.
3. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in British Virgin Islands .
No tax is applicable to the Company for the year ended 31 March 2025 and 2024. Consequently
no deferred tax is recognised as all timing differences are permanent.
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
25
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
Year ended
31 March 2025
Year ended
31 March
2024
£
£
Staff costs (note 6)
25,000
23,500
Auditors’ remuneration:
Fees payable to the Company’s auditor for the audit of the
Company’s annual accounts
20,000
14,000
5. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the period. Diluted
earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Loss per share attributed to ordinary shareholders
Year ended
31 March 2025
Year ended
31 March 2024
Loss for the period (£)
(182,934)
(126,237)
Weighted average number of shares (Unit)
62,213,386
62,213,386
Loss per share (pence)
(0.29)
(0.20)
6. SHARE CAPITAL
Number
of shares
£
Balance at 31 March 2023, 2024 and 2025
62,213,386
1,492,146
Ordinary shares have no par value and carry equal rights on control, dividends and upon
liquidation.
There are no shares issued and reserved for share options.
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
26
7. STAFF COSTS
Year ended
31 March 2025
Year ended
31 March 2024
£
£
Staff costs
-
-
Director fees
25,000
25,000
25,000
25,000
The average numbers of person employed by the Company (including directors) during the
reporting period was 1 (2024: 1).
8. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's ability to
continue as a going concern in order to provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital
structure of the Company consists of equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
9. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash and other payables,
which arise directly from operations. The Company does not trade in financial instruments.
Financial risk factors
The Company’s activities expose it to a variety of financial risks: currency risk, credit risk, liquidity
risk and cash flow interest rate risk. The Company’s overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Company’s financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign exchange risk is limited
to the transactions and balances that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to any individual
customer or counterparty. Credit risk arises from cash and cash equivalents and deposits with banks
and financial institutions. The Group has taken necessary steps and precautions in minimising the
credit risk by lodging cash and cash equivalents only with reputable licensed banks.
c) Liquidity risk
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
Prudent liquidity risk management implies maintaining sufficient cash and the Company ensures
it has adequate resource to discharge all its liabilities. The directors have considered the liquidity
risk as part of their going concern assessment. (See note 2). At the date of approval of the financial
statements there was a material uncertainty in relation to liquidity risk.
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The Company monitors the
interest rate on its interest bearing assets closely to ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term deposits, trade receivables, trade
payables, bank overdrafts and other current liabilities approximate their carrying amounts largely
due to the short-term maturities of these instruments.
27
10. FINANCIAL INSTRUMENTS
The Company’s principal financial instruments comprise cash and cash equivalents and other
payable. The Company’s accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect of each class of
financial assets, financial liability and equity instrument are set out in Note 2. The Company do
not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk
arises, are as follows:
As at
31 March 2025
As at
31 March 2024
£
£
Financial assets
Loans and receivables
Cash and cash equivalents
67,879
109,688
--------------------------
--------------------------
Total financial assets
67,879
109,688
==================
==================
Financial liabilities measured at amortised cost
Other payables
224,177
158,952
Convertible loan note
567,560
535,947
--------------------------
--------------------------
Total financial liabilities
791,737
694,899
==================
==================
The Company currently has convertible loan notes (“CLNs” with a principle amount of £515,000
that have either matured as at the end of the year or subsequent to the year end. Following the year
end the Company repaid a CLN with a face value of £125, 000 and successfully negotiated a stand
still for the remaining loan notes in order to complete an equity raise of £1,000,000 and convert
the CLN’s into equity. This was all successfully completed in July 2025. For more details see note
14.
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
28
There are no financial assets that are either past due or impaired.
11. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management personnel
compensation as follow:
Year ended
31 March 2025
Year ended
31 March 2024
£
£
Simon James Retter*
-
-
Richard Samuel
-
-
Mahesh Pulandaran
-
-
-
-
*In 2025 £25,000 of fees were incurred to Stonedale Management & Investments Ltd a company
controlled by Simon Retter regarding work undertaken on the administration of the company as
well as potential target identification. In 2024 this was £25,000.
No pension contributions were made on behalf of the Directors by the Company. No share
options were granted to or exercised by a Director in the reporting period.
During the reporting period, other than those noted above the Company did not enter into any
material transactions with related parties. As at reporting date, the there was an amount of £90,479
accrued due the directors.
12. CONTROL
The Directors consider there is no ultimate controlling party.
13. DESCRIPTION OF RESERVES
Retained Earnings comprises accumulated gains and losses incurred to date.
Convertible Loan Note reserve comprises the fair value of the equity component of the
convertible loan notes held by the Company.
14. SHARE BASED PAYMENTS
The company has issued options to a third party with a fixed strike price which are valued using
the Black Scholes methodology as well as options that have a nil strike price and an anti dilute
clause which results in a variable number of shares being issued. The number of options
outstanding at the period ends as well as the inputs to the Black Scholes valuation is set out
below:
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
Fixed price options
Year ended
31 March 2025
Year ended
31 March 2024
£
£
Number in issue at the beginning of
period
17,500,000
17,500,000
Weighted average strike price
2p
2p
Exercised during the year
-
-
Lapsed during the year
17,500,000
-
-
17,500,000
Black Scholes inputs
Share price on date of issue
1.38p
1.38p
Exercise price
2p
2p
Risk Free rate
2.83%
2.83%
Expected volatility
30%
30%
Option life
3yr
3yr
Expected dividends
Nil
nil
Fair value of option determined
0.15p
0.15p
The share options were issued when the shares were suspended from trading and so an
assumption was made as to potential future volatility based upon the movement in share prices in
similar companies and was not based on historic volatility.
Nil strike price
Year ended
31 March 2025
Year ended
31 March 2024
£
£
Number in issue at the beginning
of period
5,000,000
5,000,000
Weighted average strike price
-
-
Exercised during the year
-
-
Lapsed during the year
2,500,000
-
2,500,000*
5,000,000
The nil strike priced options were not valued using the Black Scholes model, instead the fair
value of the options issued was determined as the value of shares to be issued at any given share
price under the terms of the agreement. Due to the inclusion of an antidilution clause the number
of shares is to be amended in order to grant the holder a predetermined monetary value of shares,
initially calculated at 2pence per share. The 2,500,000 at the year end therefore had a fair value
of £50,000.
* The remaining nil strike price options lapsed after the period end without being exercised.
29
15. SUBSEQUENT EVENTS
On the 16
th
April 2025 the Company issued £125,000 of new convertible loan notes convertible
at a 10% discount to any future fund raise requiring a prospectus to be issued and carrying
FRAGRANT PROSPERITY HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
interest at 5%. Each share issued under this CLN carried a warrant exercisable at the conversion
price.
On 16
th
April 2025 the Company agreed with certain convertible loan note holders representing
£400,000 of the £515,000 outstanding to enter into a standstill arrangement with all past accrued
interest to be waived and no applicable future interest should conversion happen prior to the end
of the stand still period. Repayment of 75% of the original principle amount advanced and
automatic conversion into equity of sums owed under the loan note at the placing price upon
Qualifying Fundraise of a minimum of £250,000
On 23
rd
April 2025 the Company issued 12,438,455 new ordinary shares at a price of 0.6 pence
per share raising gross proceeds of £74,631. In addition warrants over 6,219,228 new ordinary
shares at a price of 0.8 pence per share.
On 21
st
May 2025 the Company raised £1,000,000 gross by way of issuing 111,111,111 new
ordinary shares in the Company at a price of 0.9 pence per share, subject to the publication of a
prospectus. In addition warrants over 6,666,666 new ordinary shares were issued at a price of 0.9
pence per share.
On 24
th
June 2025 the Company published a prospectus covering the conversion of the various
CLN’s as well a directors accrued fees and the shares issued under the fundraise agreed on the
21
st
May 2025. As part of the refinancing of the balance sheet this prospectus covered the
issuance of a total of 179,881,590 new ordinary shares.
30